Deposing the Spider Queen
by Supreme Distraction
Summary: [Request] When Elise sets her gluttonous sights on the Kumungu Jungle, Nidalee and Zyra join forces to stop her. Neither Champion is prepared for the might and cunning of the Spider Queen. ZyraxElise yuri. Complete.
1. Invasive Species

This is a long overdue request for some spider love from **MoldyChicken.** I seem to have made Elise into some sort of Queen of the Damned, interestingly enough. It's a neat angle, so I'll roll with it.

 **Disclaimer:** Riot owns League of Legends. Thanks go to **Espada Harribel** for looking this over.

— **Invasive Species—**

" _Here, kitty kitty..."_

A cougar cub crept through the foliage. It was young enough that its caramel coloured pelt hadn't yet shown the dark spots its breed were known to have, but it still knew better than to venture this far into the trees.

That was a law bred into all creatures hardy enough to survive the unforgiving landscape that was the Komungu Jungle.

Bright green eyes were focused on a shimmering strand that trailed enticingly before it, leading it out of the relative safety of the clearing and into the shady covering of the multitude carnivorous plants the region was known for.

It dared to leap, its paws and outstretched claws touching on thick mud rather than grass as it just barely missed its target. The kitten sniffed, its hackles raising as it considering turning tail and returning to the warm, mewling brood it had left in favour of this game of cat and mouse.

" _Don't be afraid, little one..."_

The glimmering strand reappeared, wiggling enticingly, and the kitten dove for it. It finally captured the object and it rolled across densely packed mud, scratching at the thick, stringy substance with front and back paws. When its forward momentum halted, the kitten bit the strand, wrinkling its snout and snorting explosively at the unpleasant taste that coated its tongue.

A monstrous shadow descended from the canopy and the kitten froze, its heart beating loudly in its chest. It found it couldn't move, locked in a crimson gaze that assuaged its fear even though every instinct yowled to flee. A pale blue haze filled the clearing, ominous magic that dulled the senses and beguiled the senses.

" _That's right..."_

A larger cougar came crashing through the underbrush, snatching up the kitten by the scruff and tossing it aside with a twist of her neck. Just in time, too, as a giant spider descended on the spot on which it had just been standing. The cougar leaped backward to avoid getting bitten, twisting and shedding her feline form in mid-air so that it was a brown-skinned woman garbed in furs who landed in a crouch, teeth bared.

"You have no business here, Elise. Take your hunt elsewhere."

The spider clicked her mandibles together, four pairs of glowing eyes focusing intelligently on the speaker. "Nid...a.. lee," she hissed with some difficulty. Around long black legs gathered several smaller spiders—though that was a relative measure considering the size of their mistress. Each came up to the huntress's calf and the cacophony they created with gnashing mandibles was more disturbing to her than their stature.

It was a death knell to those they hunted.

A shudder of revulsion ran through the dark-haired woman's lithe form, and she hefted a wooden spear, her hands glowing crimson with magic. "I won't warn you again."

The spider stilled, as though considering the morsel before her, and the brunette used her foot to push the mewling kitten behind her. If it was a fight the Spider Queen wanted, it was a fight she would get. Nidalee, the Bestial Huntress, wouldn't allow her to touch a hair on the kitten's head so long as she drew breath.

But then, just as quickly and quietly as she had appeared, the massive spider disappeared into the foliage.

This wasn't the first time they had crossed paths-and it wouldn't be the last unless something was done. Though the Champion hailed from the Shadow Isles, she had somehow found her way on to the unspoiled greenery of the jungle, and her gluttonous appetite had made an already dangerous locale more deadly still.

Nidalee knew better than to enter the heart of the jungle, where the carnivorous plants were thickest, uninvited. After she had returned the naughty kitten to its mother, she made for a bluff over which a waterfall roared into a pool where the big cats and some small herbivores that also inhabited the clearing got their drinking water. It happened to be the only source of fresh water for miles.

So the huntress sat and she waited.

She was there for almost four hours before a figure came sauntered out of the foliage. The Rise of the Thorns was more plant than woman, her skin taking on the same red-tinged pallor of the bloodthirsty plants she nurtured. She took a running leap and jackknifed easily into the water, surfacing a moment later and wading to the shore. Nidalee continued to wait patiently, knowing full well that the other woman had seen her.

Finally, eyes the same colour and intensity of the sunset slid to the waiting huntress and the comma-shaped markings over her eyes rose questioningly. "To what do I owe this honour?"

This was a neutral ground. She had to remind herself that as she clenched her fists in response to the female's dismissive tone.

There was no sense mincing words. Already, the plant mage was tapping her foot, her arms crossed. The brunette swallowed her pride and said softly, "We need your help."

"You and your... pets?

"My family," Nidalee corrected, bristling. She had a way of getting under one's skin.

"Right. What seems to be the problem this time? Are my darlings "eating more than their fair share" or are your young too stupid to avoid stumbling into their snares?"

The huntress took a deep, steadying breath. Then, a thought occurred to her: Zyra's greatest weakness was her territorial nature; the creatures that dared to encroach upon her expansive territory were immediately set upon and devoured. Wasn't the Spider Queen just another creature to feed to her hungry floral brood?

"Neither. Though I'm curious to know how you of all people failed to notice the invasive species on your borders."

That caught her attention. The mage tilted her head and the stillness that settled over her was unnerving. She didn't even blink, the intensity in orange orbs smouldering.

Finally, she frowned, and the brunette released the breath she hadn't realized she had been holding. "Why are those wretched creatures here?"

"My sentiments exactly."

"..." She turned her back on the cougar, her fingertips glowing red. Nidalee could tell from the tense set of her shoulders that she was troubled-which was heartening. Perhaps now she would be willing to work together to purge the arachnid menace from their homeland.

The silence stretched on for longer than was comfortable and Nidalee fidgeted. "Zyra?"

The Rise of the Thorns turned her head, though the far-off look in her eyes indicated that she wasn't paying her full attention to the cougar. "I will tell my kin to allow you passage through my jungle if it is your intention to destroy these pests. I will personally find their mistress and squash her."

"... Thank you." She meant it.

The Rise of the Thorns scoffed and _Grasping Roots_ sent her soaring up, over the rise.

* * *

Once she was some distance away from the huntress and her incessant interruptions, Zyra went stock-still again, her mind becoming one with the collective consciousness of her [floral] network. Though it wasn't a simple task to pinpoint which one whispered of intruders, she pushed her psyche to its limits until she caught wind of the Spider Queen's whereabouts. The fleeting traces and scurrying spiderlings weren't enough to pinpoint her location, much to the plant mage's annoyance.

As she retreated, coming back to herself despite never having left, Zyra drummed her fingers against her thigh. Come into _her_ garden uninvited? The nerve of the other Champion made her grit her teeth, a quiet rage bubbling just below the surface.

If there was one thing Zyra respected, it was space. Stay out of hers and you were beneath her notice. Intrude and you'd regret capturing her attention—she would make sure of it.

The red-tinged creepers responded to their mistress's ire, expanding their already vast network like many wriggling snakes. They choked the life from all that they touched, spilling crimson amidst their roots. When they chanced upon one of the spiderlings that made up the Spider Queen's entourage, they surged over top the screeching creature, smothering it and cracking open its thorax to access the organs within.

In their home worlds, combat was a very different animal. The Fields of Justice had rules in place to protect them from one another, limiting power no matter how vast.

Zyra licked her lips, the wild magic that ran through the network of vein- like tubes beneath her skin boiling like blood. She was going to enjoy hunting these damnable creatures and the retaliation that was certain to follow. And if she got the chance, she would gladly kill the Spider Queen.

" _ **Soon."**_

The aggressive expansion of vines spread like pestilence and soon the jungle was just as still and quiet as Zyra preferred it.

They even outpaced a fleeing Nidalee, who shed her feline form in order to fight back. They wrapped, vice grip tight, around tan limbs, lifting her aloft, only to drop her none too gently to the jungle ground once they recognized her scent. As the woman scratched her head, her heart racing from her near brush with death, they surged onwards.

Soon, even the canopy was overrun with scarlet creepers. They formed a cocoon that pulsed like a heartbeat, blotting out the sun for a tense moment before retreating.

This sector satisfactorily purged, Zyra headed west.

* * *

When night fell, the Great Ravine glowed with an otherworldly light and from it poured the faint, incorporeal forms of spirits. They wailed as they floated purposelessly, a maelstrom of wordless cries of pain and sorrow that built to a crescendo as the Spider Queen herself emerged from the rift.

In her human form, Elise was a tall, statuesque beauty. Corpse pale and dressed to kill in a high collared ensemble that closely resembled her spider form's gaunt attributes, she fixed her glowing red gaze on the horizon. Her run-in with the Bestial Huntress earlier had been rudely interrupted, but She knew the brunette had fled to Zyra with her tail between her legs and she intended to pay the woman back two-fold.

If not for the wretched fleabag, her brood would still be alive now... but no matter. No use crying over spilled blood, the woman knew. Not when your time was better spent getting even.

Elise lifted a single, claw-tipped hand, and it burned dully with an unholy red radiance. The specters coalesced around it in a hurricane spin, caught in the gravity of her incantation and there was a hair-raising screech just before they faded entirely. The Spider Queen stooped, pressing that same hand to the earth, and from the cracks that splintered outwards from the point of contact scuttled a veritable hoard of arachnids.

Their death knell louder than it had ever been, her children followed at her heels as she strode confidently into the jungle.

As they carved a path through the undergrowth, their queen caught sight of the fallen forms of those who'd suffered Zyra's ire earlier; the ground was still damp with their fluids and their emptied husks, tossed so carelessly aside, resembled discarded seeds. Whether they were filled with the hateful spirits of the fallen, hand-picked from the Shadow Isles, or not her spiderlings were living, breathing creatures and they could most certainly feel pain.

The Spider Queen sneered. _You'll get yours, Zyra. Just you wait._

A spider in her web was the most patient of creatures.

At Elise's bidding, the spiderlings disappeared into the darkness in all directions. Hundreds of pairs of beady red eyes dotted the treetops as they began to weave thick, shimmering webs that dangled the several foot distance between branches and ground. As their mistress continued her stroll, they worked diligently to create her snare.

Elise took to the treetops, hanging neatly from the intricately woven web by the spines on her dress. She clicked her tongue and a trio of spiders, these quite a bit larger than the rest, obediently went in search of her prey.

A spider in her web was the most cunning of creatures.

She didn't wait long. A cougar came trotting past, pouncing onto one of the massive spiders she had sent off and dispatching it with a single, hard bite. Apparently, it was the only survivor of the trip because the big cat kicked mud onto it and sat to wash her face with her paws.

" _Here, kitty..."_

Magic left her lips like a siren's song, coiling towards the cougar. It wound around her throat like a collar, leaking into her ears until emerald orbs glowed blue.

Too easy.

This time, Elise didn't shift forms as she lowered herself gracefully from the gargantuan web, and when she touched down, Nidalee didn't attack or flee. She just stared, blankly, caught in a different kind of spider's web.

Elise's jaws ached as she stood before her prey, instinct warring with rationality. She toyed idly with the idea of trussing the big cat up and leaving her to the hungry spiderlings that chittered eagerly from above, but it occurred to her that the wild mage may just be more valuable to her alive. For now.

"Change your form." Pale blue magic left her lips again as she gave the command and there was a low snarl as the cougar arched her back.

The next thing she knew, there was a spear tip pressed against her jugular and a dazed, but determined Nidalee glared up at her. She stood a full head taller than the buxom brunette and she crossed her arms over her chest as she looked down at the girl in both the literal and figurative sense. The stubborn woman was stronger than she had thought.

"What do you hope to accomplish here, Nidalee? Do you honestly believe you can stop me?"

Already, her minions were swarming around them, eagerly awaiting her command. That wild emerald gaze flicked left, then right, and Elise knew she realized she had been surrounded. Still, the spear didn't waver.

How brave.

"Leave the jungle, and you may leave with your life." Her tone was terse. "The plant mage Zyra and I have formed an alliance, and we will see you and your brood removed by any means necessary."

"Is that right? And you think your little alliance will be enough to stop me?"

How foolish.

Elise changed forms, dropping to the ground just as Nidalee's spear thrust through the air where her head had been. Her front legs glowed crimson as she lunged towards the huntress, who leaped out of her range and chucked her now glowing spear. She was an excellent marksman; the impact hurt quite a bit and the Spider Queen hissed as she recoiled.

 _To arms!_

At her silent command, the dozens of spiderlings lying in wait in the trees leapt from their perches and swarmed the woman.

Nidalee dove for her spear, snatching it up and using it to vault upwards. She changed forms as she sailed over the backs of the arachnids, then landed amidst them, claws out and cleaving.

Elise frowned as the brunette cut a path through her spiderlings. Her side smarted, a bright green fluid leaking between her fingers as she clutched it. The wound was already beginning to heal, as it hadn't been a head-on strike, but the fact that she had been quick enough to land an attack was reason to worry. The Bestial Huntress was no slouch, clearly, but Elise wasn't going to let anyone challenge her authority without paying for it in blood.

The Spider Queen extended her arm, palm facing outwards. She needed the wretched beast to stay still for just one moment...

Her spiderlings responded to the thought, launching themselves and covering Nidalee in a squirming mass of legs. She struggled, snarling as she whipped back and forth to unseat the chittering creatures and glowing red eyes tracked her as she bucked like a bronco.

She put up a good fight, but eventually, the Bestial Huntress was overcome by an adversary that outnumbered her one hundred to one.

A well slung _Cocoon_ trapped the brunette in a thick layer of webbing and she fell to the earth. She was momentarily stunned, and that was all the time Elise needed to change into her spider form and inflict her prey with _Neurotoxin_. When the cougar's consciousness faded, she reverted to her human form. Lying there on her side, she almost looked as though she was merely sleeping.

She sneered at the peaceful expression on the wild woman's face as she pushed her onto her back with a foot.

"Let's test the strength of your so-called alliance."

As the Spider Queen returned to the Great Ravine, her spiderlings marching Nidalee across the jungle like ants bearing leaves, a single spider messenger made its way towards the heart of the Komungu Jungle.

 **-End Chapter—**

I'll have the next chapter up soon. As always, feedback is much appreciated.


	2. Bloody Mess

There's violence ahead-both sexual and otherwise. Nothing too crazy, but if that isn't your cup of tea, turn back now.

Here we go!

— **Bloody Mess—**

Zyra stirred just as soon as the sunlight managed to pierce through the thick foliage. She got lethargic after dark, her primarily plant body tending to function better when the life-giving orb was present. She had expended large amounts of magic the previous afternoon and as such, fatigue made her movements sluggish.

She stretched, the leaves that covered her modesty perking up as they drank in solar energy. She still hadn't actually seen the Spider Queen with her own two eyes, though she suspected that was purposeful. Elise was a cunning and ruthless woman on and off the Fields of Justice. If she was quiet, then she was up to no good.

For a moment, the Rise of the Thorns stared up at the sky, her vine-made hammock swaying with the breeze.

It was going to rain. The change in atmospheric pressure made her already lethargic body feel heavier still.

She supposed that was why she slept in a bit.

When the mage awoke again, the sun was directly overhead. The dark clouds that had been gathering on the horizon had moved further away, their dark bulks shimmering with bolts of lightning. If she squinted, she thought she could see pale blue shapes drifting upwards between flashes, but that was likely a trick of the light.

She planted a few seeds with a wave of her hand, magic springing forth from her fingertips to breathe life into them. They rose like cobras, nudging their pointed heads against her calves, and she stooped amongst them to bury her fingers in the loam. At her touch, the Vine Lashers spread outwards, seeking out breakfast: a grizzled old boar with wickedly curved tusks.

It squealed, driving off its attacker with frenzied lunges. Zyra allowed it to tire itself out before catching it by the horns with her vines and, with one powerful wrench, snapped its neck. A Thorn Spitter bloomed, doing as its name suggested and unloading a line of long, sharp thorns into the thick brown pelt. Blood seeped from the wounds, dripping to the earth, and Zyra quickly hoisted the creature up by its hind legs, suspending it from a low hanging branch.

Breakfast was served.

The Rise of the Thorns procured a vessel made from woven banana leaves and waited for it to fill with crimson. She brought it to her lips, draining it thirstily before refilling it again. Best to get her fill before the body cooled and the blood congealed. Then, she would commit it to the earth and let the roots feed-no bit of the animal was wasted.

Her hunger sated, the mage set about reinforcing the floral sentinels around the perimeter of her home. The other carnivorous plants, ranging from your typical pitcher plants and fly traps to more exotic species that lured their prey with mimicry or camouflaged themselves, snapped gladly at the hunks of raw meat she tossed them.

It felt like just another day in her own secluded paradise... and that sent off a warning flag at the back of her mind. Why _was_ it so peaceful?

Come to think of it, she hadn't heard a peep out of Nidalee. The Bestial Huntress wasn't one to remain silent, especially since they had established a truce of sorts. She was just the goody-goody type who would report in…

...

The cougars snarled at Zyra's approach, but they kept their distance. They knew better. The mage glared at them distastefully, but she soon realized that Nidalee was not among them.

If only she could communicate with the wretched creatures... But without the huntress, such a task was impossible.

The woman turned her back on the pack and the growling quieted to a warning rumble. When she turned to face them, it escalated swiftly, and she shook her head. "You're lucky your guardian is already a thorn in my side or else I'd bleed you dry."

She chuckled at her own joke and made as if to return to the jungle, only to pause when a capricious cougar kitten approached her. It seemed unafraid as it trotted over and she wrinkled her nose when the feline came close enough to touch her foot.

"Enough."

A single vine poked out of the grass and swatted the kitten on the rump, causing it to yelp and skitter away and its presumed parent snarled a warning. These noisy little pests were giving her a headache.

Again, she tried to leave and, again, the runt pursued her. It's playful, clumsy leaps would have warmed the coldest of hearts, but the mage only sighed. She scooped the kitten up by its scruff and brought it to eye level. "What is it? What do you want from me?"

She was about to drop it, when she noticed the shimmering strand of web in its mouth.

Orange eyes narrowed. "Where...?"

The kitten couldn't answer, of course, and when it sneezed, she let it fall to the ground with a disgusted exclamation. Cats always fell on their feet. It would be fine.

Zyra returned her attention to the cougar pack, wracking her brain for something Nidalee had said to her not too long ago. There was something she was missing here and it was irritating.

What was it? She should have been listening, for once, but talk of the beasts was very low on her priority list.

 _/ "Kittens are not so common, nowadays. We are fortunate to have a full litter of healthy newborns."_

 _"Sounds delicious." Nidalee glared and the plant mage shrugged in return. "I grow weary of boar blood. I'm sure you have one to spare."_

 _"There are only six."_

 _"And I only want one." /_

Six cubs. She scooped up the kitten rolling around at her feet again and made for the den. When she approached, she was given the typical greeting, to which she held out the mewling cub. When the growling diminished and a pair of cougars inched towards her, claws and fangs flashing, she quickly counted the kittens that peeked around their feet. There were only four in total, counting the adventurous kitten she deposited at the lip of the cave as she made her exit.

It was then that Zyra caught the metallic scent of blood. It wasn't the aroma she was used to, either: this blood, recently spilled, belonged to predator, not prey.

To the cave's exterior, wrapping around its curved side, was a footpath worn clear by the cougars' passing. Bloodied scraps of fur littered the earth like a nightmare breadcrumb trail. When she touched the ferns that had been bent by the weight of an oddly shaped foot, she found that whoever had left it behind had passed through here recently.

Paw prints and large, smudged imprints indicated that there had been a scuffle, after which one of the kittens had been taken away. There was no trace of Nidalee, which was perhaps the most perplexing aspect. If she hadn't been here during the kitten-napping and wasn't here now, then it was safe to assume she hadn't been here earlier either.

So then where was she?

Zyra followed the imprints in the grass slowly, her burning gaze making sense of the slightest impressions. A bent fern drew her attention to faint claw marks along the outside wall. The surface had proven too hard and an entire claw had broken off.

She entered the jungle and skirted around a pile of vines that had been torn down by an impatient passerby. They had been dragged some distance, caught on the kitten's claws, and once those had been shaken loose, there were still fragments of plant fiber in the air that floated like pollen. Zyra followed them until the path dispersed, by which time she knew exactly where the cougar kitten had been taken.

She used her _Grasping Roots_ to latch into the side of a bluff and brought herself up. It overlooked a deep chasm known simply as the Great Ravine, which had been torn open during a massive earthquake that had destroyed the Kumungu Jungle nearly a century before. The plants had grown back everywhere but here, where the land itself was still tainted-a gaping sore around which no living thing could take root.

It was the perfect place for the invasive species to set up shop, being so far removed from her sphere of influence, and Zyra felt a flash of irritation at not having thought of it right away. No sense fretting about it now.

She leaped down from her perch and made her way over to the rift. At first glance, there was nothing worth noting. The dark clouds that hung ominously overhead rumbled, releasing some of its pent up aggression in the form of a light shower. As though the rain had opened the floodgates to another realm, several pale blue specters came flooding out of the rift and began a ghastly din that made Zyra cringe. It was enough to inspire madness-a chorus of all the lamentations of this world condensed into a single, high-pitched note.

Zyra's hands glowed and Thorn Spitters bloomed along the edge of the rift, rapid firing to clear the air. With a feeling of dread settling in the pit of her stomach, the Rise of Thorns dove into the abyss headfirst.

* * *

Zyra managed to catch herself with twin Grasping Roots just before hitting the bottom of the Great Ravine. It was dim, but even so she could make out the shimmering strands that coated every surface. She couldn't feel the vibrations that ran through them, but she knew any attempt at stealth had been all but thwarted.

The mage sighed as she glanced one way, then the other. There was no sound at all, just the distant growl of thunder; no evidence beyond the webs that something was amiss. The eerie stillness combined with the far off noises of the outside world created the disjointed sensation of being on an alien world and Zyra's dread worsened.

Magic glowed blood red at thorned finger tips as she made an underhanded throwing motion that sent vines roiling across the ground. They would latch onto anything in their path, but they simply reached the end of their active range and withered. That path was clear. She did the same with the other direction, frowning when the vines once again raced to the end of their range and withered. No help there.

Walking in either direction didn't yield results as they just seemed to stretch out endlessly in the dark. Zyra planted seeds as she went, their faint luminescence serving not only as a trail marker, but would warn her of any creature trying to sneak up on her from the rear. It was slow going and the magic expended to create each seed drained her just a little bit more, but she pressed on determinedly.

Call it some silly sense of respect for the other woman, but the pact that she had made with the Bestial Huntress meant something to her, whether she liked to admit it or not. A mage was one who kept their word. She felt, in some small way, that she owed it to the cougar to keep her and her pets safe-at least from the Spider Queen.

A quiet sound in the darkness made the mage fall still, senses straining. A whimper echoed faintly, followed closely by a keening cry, and Zyra frowned.

' _Nidalee.'_ The thought came, unbidden and she picked up her pace in response to its urgency.

There was a literal light at the end of the tunnel and, when Zyra emerged into the wider area, she was bathed in a menacing red luster.

"To what do I owe this honour?"

Elise stood in the center of the room and she didn't bother to turn around at her guest's entrance. She was suspiciously alone-at least until you looked up and saw the sea of glowing eyes directly overhead. Her brood had constructed a dome of solid white spider silk to close in her lair. Skulls lined the walls, their gaping mouths giving off the malicious red glow. They had clearly been brought from elsewhere because they were human.

The Spider Queen had a penchant for theatrics, it seemed.

Movement from beyond the imposing woman caught Zyra's attention: Nidalee strained against her the collar of bones that bound her to the wall, her eyes red-rimmed and her cheeks wet. Seeing the proud huntress in that state was like a physical blow.

"Release her. This fight is between you and I."

Elise rounded on her and even Zyra felt sickened by the gore that dripped from her chin and down her front. "You'll have to excuse the mess. I was feeling peckish, so I stopped for a bite." Crimson eyes glowed with a manic delight as she licked blood from clawed fingertips. "Young flesh is so tender."

Nidalee released a sound that was half scream, half snarl. "I'LL KILL YOU!"

The Spider Queen scoffed and a few of her spiderlings descended. They proceeded to encase the lower half of Nidalee's head in a layer of silk even as she continued to threaten violence and thrash.

The pest silenced, Elise turned to her guest. "This vermin became a part of our squabble the moment she decided to run to you for protection. I had only intended to hunt, but the two of you have convinced me to stay and conquer this overgrown hellhole."

Zyra's fingertips glowed and the seeds along the corridor withered as she reclaimed the energy that gave them life. "Release the huntress. I won't ask a third time."

Elise's savage grin was all the more disturbing due to the bloody mess she had made.

In near perfect sync, both Champions slung spells at one another and a tide of creepers met a wave of spiders that exploded on impact. In the smog that followed, Zyra planted a dozen seeds, ducking a _Cocoon_ and pressing her fingers to the soil. The taint that blackened it made it difficult, but she coaxed life into the seeds and they sprouted into Thorn Spitters that immediately rapid-fired spines at her opponent. Elise shed her human form and took to the walls, her quick skittering keeping her one step ahead of the projectiles. She pounced on Zyra, who bloomed Vine Lashers to keep her at bay.

She needed time to charge her Ultimate and even then, she'd need to pin down her very mobile target before unleashing it. Spiderlings began to drop from the ceiling and the Thorn Spitters changed targets. Zyra's gaze burned as thorns rose from beneath the massive spider, forcing Elise into the path of a Vine Lasher. As her slender legs were bound, the Spider Queen changed forms and sent out another wave of rapidly flickering spiders. They made a beeline for Zyra, who swore and quickly planted seeds beneath their feet that activated their proximity-based detonation.

Elise tore at the thick vines grasping her left arm and leg, but she wasn't able to undo them before a wave of _Stranglethorns_ spread, then receded like a whirlpool, drawing her into their center most point. Before they could engulf her, the Spider Queen's brood shot strands of shimmering spider silk, pulling her bodily from the snare. Zyra raised a glowing hand from the dirt to cast another spell, but she had to roll clear of the line of explosive arachnids that had gotten past her thorned sentries.

She was fighting a losing battle; there were just too many of them. If she didn't strike Elise down soon, this war of attrition would go in the Spider Queen's favour.

The Rise of the Thorns shook off her weariness and glanced to Nidalee: the woman had given up on struggling and watched them with glittering green eyes. Perhaps if she got the brunette free, they could combine their efforts...

 _Deadly Spines_ sent thorns shooting out of the ground like spikes in a death trap, impaling several spiderlings and driving back their hissing mistress. She was slowing, though that wasn't saying much given her surprising agility despite the bulk of her form. Zyra coaxed vines from the walls that caught Elise by her headpiece and, as she jerked away, the object fell to the ground with a dull sound.

The Spider Queen grimaced, splashing _Neurotoxin_ at the plant mage's feet and forcing Zyra to make a hasty retreat. The substance bubbled, eating through the ground beneath it, and the plants in the pool's proximity wilted almost instantaneously. More spiderlings descended, plucking entire Vine Lashers and Thorn Spitters from the ground as they retreated. Zyra was forced to rely on her own spells rather than on her familiars, pushing her already drained magical reserves to their limit.

Still, she pressed on, moving nimbly to avoid spiderlings and Spider Queen alike. Steady placements of _Deadly Spines_ served as a buffer between her and the arachnids, but it was only a quick fix to a swiftly escalating problem. For every three spiderlings she felled, eight more appeared in their place.

A well-aimed vine lash caught the Spider Queen dead in the face and a stillness descended over the battlefield. Many clicking mandibles seemed to question Elise's next course of action and some of the spiderlings went as far as to scurry to her side, where they created a protective huddle around their matron.

The voice that emerged from behind the hand Elise raised to cover her bleeding nose and mouth was a terrible rasp that was incongruous with her beautiful appearance: " **Enough**!"

The ground split and several large spiders clambered out, latching onto Zyra's legs before she could react. Their combined weight as they crawled upwards toppled her and soon her limbs were pinned and her hands encased in spider silk to prevent her from casting spells. Her plants withered, cut off from the magic that sustained them.

Elise sauntered up to her, running a clawed hand through short dark hair. She looked younger without the head covering, though its absence did nothing to lessen her regality. She seemed amused, despite the bright red hue that coloured fair features—as though she felt none of the tiredness her opponent did. As though their fight had been nothing more than a game to her.

Narrow black feet, more spider-like than human, entered Zyra's field of view. She grit her teeth, a mixture of frustration and rage giving way to a distinct sense of shame that left her feeling exhausted. She had been bested.

Elise chuckled, as though reading her thoughts. She took a victorious lap around the captured woman, her wandering gaze like a physical touch. When she came to stand in front of Zyra again, she lowered herself into a crouch.

"To the victor, the spoils. Serve your queen and you may yet keep your life."

There was no mistaking what her intention was by the husky tone of her voice. The plant mage understood the intoxicating arousal that conquest could inspire.

Zyra balled her hands into fists, her fury returning two-fold. No part of her would submit willingly to another. "Damn you."

Elise straddled her lower back, her body surprisingly light. She was also cool to the touch and Zyra shivered, instinctively shrinking away from the other woman. "I'd hold my tongue, if I were you. You don't want to end up like the beast over there."

A muffled growl was the only response Nidalee could muster.

"So stubborn. I'll deal with you next."

When Elise shifted, blanketing herself over Zyra, the plant mage tried to buck her off, but could only manage a wriggle. Her bindings were too tight. Sharp canines, dripping with Neurotoxin, sank into her shoulder and she released a pained hiss. Pins and needles spread outwards from the point of contact, the sensation closely followed by a leaden heaviness.

This time when Elise walked a circuit around the plant mage, she deftly unwound the silk ropes that kept her pinned. Zyra wasn't so foolish as to feel hopeful at the action, her limbs having already proven to be totally unresponsive.

The Spider Queen smirked as she pushed the plant made onto her back with her foot. There would be no struggling—her Neurotoxin would see to that. It was a conqueror's right to take what she wanted and the conquered's duty to give generously.

There was a chitinous cracking sound as Elise shed her outfit like a second skin. The pale, slender form it revealed was resplendent in the red glow of her skull torches and she straddled Zyra's face, grabbing a fistful of red hair.

"Eat me. If you serve me well, you will be rewarded."

"And if I refuse?"

Elise sank her claws purposefully into Zyra's scalp, smirking when the woman winced despite her stony gaze. "Don't test me."

Of the two options, she would almost certainly rather die. But then her gaze flicked towards the Bestial Huntress. Two lives were on the line here. Not only that: without her, the Spider Queen would turn the jungle into the same barren hellscape as the Spirit Isles. Slow starvation was a fate she had once met in her original body. It wasn't something she'd wish upon her garden.

.

.

.

Swallowing her pride was perhaps more painful than anything Elise could inflict upon her.

Elise's sex was completely smooth, its outwards appearance that of a human woman's, though as she parted her thighs she revealed that the inner flesh was a lavender colour. At the first touch of Zyra's tongue, the woman purred. Sure enough pale purple flesh was suffused with wetness, swollen slightly with arousal. Soon, her chin was drenched with the faintly bitter liquid, the clawed hands that held her hair keeping her in place. It was difficult to breathe, but she thrust her tongue rapidly into wet heat even as her vision swam.

When Elise came, pale thighs trembling, her death grip loosened and Zyra was given an opportunity to catch a single inhale of sweet, sweet oxygen before her face was buried once again between splayed thighs. She heeded the pleasurable litany the woman released in order to figure out what drove her wild: long licks along her labia made the tall woman quiver and buck, while prolonged attention to the sensitive nub at the top of her slit made her cry out loudly, a shiver running the length of her frame. The shallow thrusts of the plant mage's tongue proved to be the most effective, however, and velvet soft walls twitched, attempting to clench around the muscle each time it dipped inside. She brought the Spider Queen to climax three more times before the grip on her hair was released.

The moment Elise stood, the insatiable woman rearranged the plant mage, rolling her onto her front and raising her hips. The way her face was pressed into the dirt was far from comfortable, but that slight discomfort was completely eclipsed by the sensation of cool air on her exposed sex.

"You've had your fun—"

Claws dug into her hip. "Quiet."

When she assumed her spider form, alarm made the plant mage tense as best she could. Just what was she up to?

There was a soft, wet sound as the giant spider began to draw silk from her spinnerets and weave it swiftly and skillfully. The process took a minute or so, during which Zyra made a futile attempt to move. The heaviness in her limbs had subsided to a degree, but she still couldn't control them. She could just barely see the crouched huntress out of her peripheral vision and the fact that the brunette could see her like this made her wish for a swift end.

The Spider Queen returned to her human form, a long, smooth white object that flared at either end in her hands. It roughly resembled a human phallus and, though Zyra couldn't see it, her eye twitched when something cool and solid smacked against the curve of her rear. Elise chuckled, and there was another soft, wet squelch as she slipped one end of the double-sided phallus into her snatch. She aligned the other end with Zyra's sex, rubbing until the plant fibers that protected it parted to allow her passage.

The damnable woman was playing with fire. She'd better-

" _Ah..._!"

The sudden intrusion of a too large object stretched the walls of her sex. The uncomfortable sensation of being forced open made her grit her teeth, pain shooting up along her spine. She hadn't been wet—how could she be?—and the friction was jarring to say the least.

It felt as though she was going to be split in two...!

When a whine escaped through tightly clenched teeth, Elise laughed low. "The Shadow Isles can be such a lonely place. This was a little trick I learned in order to please myself. Spider silk is such a versatile material, don't you agree?" She thrust her hips forward, her pelvis coming into contact with Zyra's ass, and the makeshift dildo inside them both slid deeper still.

Gods above, the acute soreness between her legs made tears sting sunset coloured orbs. Though the soft, flesh like material had some give, it was still a very solid object. A maelstrom swirled beneath her breast-pain, shame, and above all rage-sent a wave of heat through her frame. The woman who was taking her from behind would pay dearly for this.

"I altered it so we could share in the experience. Don't you like it?" The smugness in her tone was almost palpable.

She focused on flexing her fingers, rather than on the excruciating feeling of having her private flesh stretched to its limits without proper preparation. The toxin's paralytic effect was wearing off as the other complications worsened. The plant-turned-woman didn't possess the same internal organs as your average human and that was her one saving grace; even still, she was beginning to feel its debilitating effects.

Her head was yanked back by her hair and she could see Nidalee tearing at the collar on the other side of the room, emerald orbs wide. "How precious," Elise crooned in her ear. "See how she worries for you?"

Elise's pace sped up and Zyra cried out hoarsely, pleasure tinging pain.

The soft, discomfited grunts that escaped her were drowned out by the slap of flesh against flesh and the Spider Queen's own enjoyment and for that she was glad. Their rough coupling was almost bearable by this point, if only on a physical level. She pushed through the warring sensations, focused hard on her goal.

"I want to hear you scream."

And scream she did, the teeth that bit down on her shoulder a second time lining perfectly with the still-bleeding imprints from before. The bite sent a second wave of _Neurotoxin_ rushing through her system, coating the frenzied nerve endings that conveyed pain to every inch of her body. Sensations dulled- a faraway feeling, as though she was a mere spectator within her own self.

' _Almost...'_ She actually managed to shift her weight, her arm sliding limply some small distance.

The elation that followed the discovery was rudely interrupted by the claws that dug into Zyra's hip and raked along her back, managing to break the skin. Elise groaned as she rutted with wild abandon, her orgasm building in her loins. Every thrust of her hips drove the silk toy deeper and her sex clenched around it spasmodically. Zyra was merely an anchor-a prop-though the plant mage's pained cries fanned the flames of her arousal.

' _So... Close...'_

Before the second bout of paralysis could set in, Zyra managed to dig her fingers into the earth, the digits twitching spasmodically. She shored up her final reserves of magic and pumped it into one last Thorn Spitter; the spiny familiar set to work even as its mistress slumped. She didn't have the energy to lift her head from the dirt. Zyra was unable to keep the pleasure that crashed into her like a tidal wave at bay, her inner muscles convulsing as orgasm swept through her. Tremors ran the length of her prostrate form, escalating into full in spasms as the domineering woman pulled the toy free.

Elise scoffed. "Is that all? I'm disappointed. I had expected more from the Rise of the Thorns." The Spider Queen licked her lips, her instinct to devour her mate barely kept in check. "Still, you have been a most enjoyable toy. I hope I haven't managed to break you... Yet."

Zyra tried, and failed, to move. She felt her Thorn Spitter wilt and with it died her hopes of escape. Her eyelids fluttered shut as her body gave out, her physical form unable to go on despite her strength of will.

"Tch. I know I had the anti-venom somewhere..." she heard faintly overhead, accompanied by the sound of movement.

Three seconds passed, each heartbeat that punctuated the passage of time stretching on for a small eternity in her ears. She'd been here before, had made peace with knowing there would be no third chance at rebirth.

A spear flew straight and true, piercing Elise through the abdomen. She howled as she recoiled, stumbling backwards, and the vial she had been holding cracked open, spilling a sickly purple substance on to the ground. Her hands went to her middle, and upon touching the black liquid that spilled forth, her eyes went wide with disbelief.

Nidalee was next to Zyra in an instant, another spear in her grasp. The bone collar was still around her neck, but the Thorn Spitter had managed to remove most of the silk rope. She stooped next to the plant mage, reaching with red glowing hands-

"Don't bother." Save your energy.

"I'm sorry..." For failing you. For bearing witness and being unable to do anything.

The duo fell silent, but then emerald eyes went to Elise and fury burned within them. The Spider Queen was dripping black blood, a hole torn clean through her midsection by the spear still lodged firmly in her gut, but that savage smile was firmly in place.

"This was fun. We really must do it again sometime."

Nidalee started forward, the muscles in her arm tensed to deliver a killing blow, but it was too late. The weapon struck the wall where Elise's head _had_ been as a pillar of white light whisked her away to the relative safety of the Fields of Justice. The spear that had impaled her clattered to the ground, still coated in her blood.

The spell that bound the Spider Queen to the Summoner who had chosen her would also save her life and that knowledge made the Bestial Huntress sick to her stomach.

She turned her attention back to Zyra, who had managed to raise herself onto her forearms. She didn't have the strength to sit up, however, her muscles refusing to cooperate as the toxins that circulated through her system took their toll. Nidalee's hands glowed red with a Primal Surge despite the plant mage's protests; the healing magic soothed some of her discomfort, but it wouldn't be enough. In the tense silence that followed, a strand of arcane energy stretched between them, borne of the desperate desire to preserve life. It burned brilliantly, a light that the plant mage instinctively leaned towards. Suddenly, she felt at peace.

"Zyra?" Nidalee sounded far away. " _Zyra_!"

As Zyra collapsed, the ground beneath her trembled and giant leaves jutted up to close around her in a protective bulb.

* * *

Nidalee was playing with the remaining kittens when the Rise of the Thorns came to the edge of the clearing. When her family began to growl she hushed them with a growl of her own, then went to greet the woman.

Before she could make nice, however, Zyra said, "We have done what we set out to do. Our alliance is at an end."

Right. She knew the woman hadn't come all this way just to tell her that, so she waited.

"If not for your aid... Zyra cleared her throat. "You have my thanks, huntress... Nidalee."

"You're welcome." She couldn't help the smile that curved her lips.

Had that anti-venom not soaked into the earth where the rejuvenating bulb could soak it up with its sprawling roots... Had Nidalee listened and forgone sharing what little magic she could before the plant mage collapsed... Everything could have gone so much worse. The fact that the Rise of the Thorns stood before her, her expression the very epitome of disapproval and her body aching in places she hadn't known to exist beforehand, was nothing short of a miracle.

It was a debt she would not soon forget.

Just then, a familiar tingling made its way from the crown of her head to the soles of her feet-she was being summoned. The plant mage was, too, if her sigh was anything to go by.

"I'll see you on the Fields of Justice." Nidalee offered her hand and, after a brief pause and a suspicious look, Zyra clasped her forearm.

Part of her hoped they'd be on the same team as they were engulfed in pillars of light.

" _Welcome to Summoner's Rift!"_

— **End—**

Well, now I ship Nidalee and Zyra. Go figure. Maybe I'll do a companion piece if I can find the time. Let me know what you guys thought!


End file.
